Pioneer Acquisition I Corp Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and Odeon Capital Group LLC (“Odeon” and collectively with Cantor, the “Underwriters” and together with the Sponsor, the “Purchasers”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 29th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2025, by and between Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 29th, 2025 • Pioneer Acquisition I Corp • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Pioneer Acquisition I Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _______________, 2025 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____________ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
UNDERWRITING AGREEMENT between PIONEER ACQUISITION I CORP and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: [ ], 2025 PIONEER ACQUISITION I CORP UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
The undersigned, Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter” as follows:
Pioneer Acquisition I Corp. Brooklyn, NY 11201Securities Subscription Agreement • May 29th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
WHEREAS, on August 29, 2024, Pioneer Acquisition I Corp., a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), accepted the offer made by Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 6,325,000 shares of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Original Subscription Agreement”), up to 825,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”).
WARRANT AGREEMENTWarrant Agreement • May 29th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2025, is by and between Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 29th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), and Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Purchaser”).
UNDERWRITING AGREEMENT between PIONEER ACQUISITION I CORP and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: June 17, 2025 PIONEER ACQUISITION I CORP UNDERWRITING AGREEMENTUnderwriting Agreement • June 20th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
The undersigned, Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter” as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 17, 2025, is made and entered into by and among Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and Odeon Capital Group LLC (“Odeon” and collectively with Cantor, the “Underwriters” and together with the Sponsor, the “Purchasers”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 20th, 2025 • Pioneer Acquisition I Corp • Blank checks
Pioneer Acquisition I Corp Brooklyn, New York 11201Underwriting Agreement • May 29th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold
WARRANT AGREEMENTWarrant Agreement • June 20th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 17, 2025, is by and between Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 29th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group LLC (the “Purchasers”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • June 20th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 17, 2025, by and between Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), and Mark Fawcett (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 20th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 17, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), and Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • June 20th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 17, 2025, by and between Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), and Michael DiMeo (“Indemnitee”).
Pioneer Acquisition I Corp Brooklyn, NY 11201Administrative Services Agreement • May 29th, 2025 • Pioneer Acquisition I Corp • Blank checks
This letter agreement (this “Agreement”) by and between Pioneer Acquisition I Corp (the “Company”) and Pioneer Acquisition 1 Sponsor Holdco LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2026 • Pioneer Acquisition I Corp • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Green AI Cloud, Inc., a Delaware corporation (the “Company”), Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (such members, together with the Sponsor, each a “Sponsor Holder” and collectively, the “Sponsor Holders”), each of the undersigned parties listed on the signature page hereto under “Seller Holders” (each, a “Seller Holder” and collectively, the “Seller Holders”), and each of the undersigned parties listed on the signature page hereto under “Other Holders” (each, an “Other Holder” and collectively, the “Other Holders,” and each such party, together with the Sponsor Holders, the Seller Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.02, a “Holder” and collectivel
Pioneer Acquisition I Corp Brooklyn, New York 11201Underwriting Agreement • June 20th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 14th, 2026 • Pioneer Acquisition I Corp • Blank checks • Delaware
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made as of October 6, 2026 by and among (i) Pioneer Acquisition I Corp., a Cayman Islands exempted company incorporated with limited liability (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) Green AI Cloud, Inc., a Delaware corporation (the “Company”), (iii) Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), and (iv) each other holder of Purchaser Class B Ordinary Shares (or any other equity securities of the Purchaser) who becomes a party to this Agreement by executing a joinder hereto (each such Person, together with the Sponsor, a “Holder” and, collectively, the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
FORM OF SPONSOR LOCK-UP AGREEMENTSponsor Lock-Up Agreement • October 14th, 2026 • Pioneer Acquisition I Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and between Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), and Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor” and, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).
Pioneer Acquisition I Corp Brooklyn, NY 11201Administrative Services Agreement • June 20th, 2025 • Pioneer Acquisition I Corp • Blank checks
This letter agreement (this “Agreement”) by and between Pioneer Acquisition I Corp (the “Company”) and Pioneer Acquisition 1 Sponsor Holdco LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Dated October 6, 2026 Business Combination Agreement by and among Pioneer Acquisition I Corp. as the Purchaser Pioneer Merger Sub, Inc. as Merger Sub and Green AI Cloud, Inc. as the CompanyBusiness Combination Agreement • October 14th, 2026 • Pioneer Acquisition I Corp • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of October 6, 2026 by and among Pioneer Acquisition I Corp, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Pioneer Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Purchaser (“Merger Sub”), and Green AI Cloud, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 14th, 2026 • Pioneer Acquisition I Corp • Blank checks
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is dated as of October 6, 2026, by and among Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), the Persons set forth on Schedule I hereto (each, a “Seller” and collectively, the “Sellers”) and Green AI Cloud, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORM OF Seller LOCK-UP AGREEMENTSeller Lock-Up Agreement • October 14th, 2026 • Pioneer Acquisition I Corp • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Green AI Cloud, Inc., a Delaware corporation (the “Company”), and the Persons set forth on Schedule I hereto (such Persons, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 of this Agreement, the “Sellers” and each, a “Seller”). For purposes of this Agreement, the Sellers are the holders of equity securities of the Company and any transferee who becomes a party pursuant to Section 2. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 20th, 2025 • Pioneer Acquisition I Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 17, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pioneer Acquisition I Corp, a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co. and Odeon Capital Group LLC (the “Purchasers”).